UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 25, 2021
FOLEY TRASIMENE ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
| Delaware | 001-39456 | 85-1961020 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1701 Village Center Circle Las Vegas, NV |
89134 | |
| (Address of principal executive offices) | (Zip Code) |
(702) 323-7330
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-third of one Warrant | BFT.U | The New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | BFT | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | BFT WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Terms used but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2021 (the “Proxy Statement”) by Foley Trasimene Acquisition Corp. II (“FTAC”) in the Section entitled “Frequently Used Terms” beginning on page 3 thereof, and such definitions are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 25, 2021, FTAC held the Special Meeting. At the close of business on February 17, 2021, the record date for determination of stockholders entitled to vote at the Special Meeting, there were 183,379,181 shares of FTAC’s common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 110,398,200 shares of FTAC’s common stock were represented by proxy, constituting a quorum and more than a majority of the shares of FTAC’s common stock entitled to vote at the Special Meeting. At the Special Meeting, FTAC’s stockholders considered the following proposals:
Proposal No. 1. A proposal to approve the Business Combination, including (a) adopting the Merger Agreement, (b) the issuance of shares of FTAC’s Class C common stock in exchange for the warrants held by the Founder and (c) approving the other transactions contemplated by the Merger Agreement and related agreements described in the Proxy Statement. The following is a tabulation of the votes with respect to this proposal, which was approved by FTAC’s stockholders:
| For |
Against |
Abstain | ||
| 109,389,165 | 96,805 | 912,230 |
Prior to the Special Meeting, holders of 98,846 public shares of FTAC’s Class A common stock properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from FTAC’s initial public offering, or approximately $10.00 per share and $988,460 in the aggregate.
Proposal No. 2. A proposal to approve and adopt the third amended and restated certificate of incorporation of FTAC. The following is a tabulation of the votes with respect to this proposal, which was approved by FTAC’s stockholders:
| For |
Against |
Abstain | ||
| 109,239,464 |
112,502 | 1,046,234 |
Proposal No. 3. A proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the amended and restated bye-laws of Paysafe Limited, presented separately in accordance with the SEC requirements. The following is a tabulation of the votes with respect to this proposal, which was approved by FTAC’s stockholders:
| For |
Against |
Abstain | ||
| 94,032,436 |
15,212,240 | 1,153,524 |
Proposal No. 4. A proposal to approve and adopt the Paysafe Limited 2021 Omnibus Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder. The following is a tabulation of the votes with respect to this proposal, which was approved by FTAC’s stockholders:
| For |
Against |
Abstain | ||
| 90,879,397 |
18,290,492 | 1,228,311 |
Proposal No. 5. Because Proposals Nos. 1, 2, 3 and 4 were approved by the requisite number of shares of FTAC’s common stock, as described above, the vote on Proposal No. 5, the Adjournment Proposal, was not called.
| Item 8.01.Other Events. |
On March 25, 2021, the parties issued a joint press release announcing the results of the Special Meeting, a copy of which is furnished as Exhibit 99.1 hereto.
The information set forth in this Item 8.01, including the text of the press releases attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the U.S. Securities Act of 1933, as amended.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
The Exhibit Index is incorporated by reference herein.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release of Foley Trasimene Acquisition Corp. II, dated March 25, 2021. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 25, 2021
| Foley Trasimene Acquisition Corp. II | ||
| By: | /s/ Michael L. Gravelle | |
| Name: Michael L. Gravelle | ||
| Title: General Counsel and Corporate Secretary | ||
Exhibit 99.1
Foley Trasimene Acquisition Corp. II Announces Stockholder Approval
of Proposed Combination with Paysafe
Las Vegas, March 25, 2021 – Foley Trasimene Acquisition Corp. II (NYSE: BFT, BFT WS) (“Foley Trasimene”), a special purpose acquisition company, announced that at the special meeting of Foley Trasimene stockholders (the “Special Meeting”) held today, Foley Trasimene’s stockholders voted in favor of the proposed business combination (the “Business Combination”) with Paysafe Group Holdings Limited (“Paysafe”). The completion of the Business Combination is expected to occur on Tuesday, March 30, 2021, subject to the satisfaction or waiver of customary closing conditions. Following the completion of the Business Combination, the newly combined company will operate as Paysafe and trade on the New York Stock Exchange (NYSE) under the symbol “PSFE” and is expected to start trading on Wednesday, March 31.
Additional Information on the Business Combination and Where to Find It
In connection with the proposed Business Combination, a registration statement on Form F-4 (the “Form F-4”) was filed (SEC File No. 333-251552) by Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda (“Paysafe Limited”) with the Securities and Exchange Commission (the “SEC”), and declared effective on February 26, 2021, that includes a proxy statement that has been distributed to holders of Foley Trasimene’s common stock in connection with Foley Trasimene’s solicitation for proxies for the vote by Foley Trasimene’s stockholders in connection with the proposed Business Combination and other matters as described in the Form F-4, as well as a prospectus of Paysafe Limited relating to the offer of the securities to be issued in connection with the completion of the Business Combination. Foley Trasimene, Paysafe and Paysafe Limited urge investors, stockholders and other interested persons to read the Form F-4, including the proxy statement/prospectus included therein, as well as other documents filed with the SEC in connection with the proposed Business Combination, as these materials contain important information about Paysafe, Foley Trasimene, and the proposed Business Combination. Such persons can also read Foley Trasimene’s final prospectus dated August 20, 2020 (SEC File No. 333-240285), for a description of the security holdings of Foley Trasimene’s officers and directors and their respective interests as security holders in the consummation of the proposed Business Combination.
The definitive proxy statement/prospectus has been mailed to Foley Trasimene’s stockholders as of the record date established for voting on the proposed Business Combination. Stockholders are also able to obtain copies of such documents, without charge, at the SEC’s website at www.sec.gov, or by directing a request to: Foley Trasimene Acquisition Corp. II, 1701 Village Center Circle, Las Vegas, NV 89134, or (702) 323-7330.
About Foley Trasimene Acquisition Corp. II
Foley Trasimene Acquisition Corp. II is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities. For more information, please visit www.foleytrasimene2.com.
About Paysafe
Paysafe Group (Paysafe) is a leading specialized payments platform. Its core purpose is to enable businesses and consumers to connect and transact seamlessly through industry-leading capabilities in payment processing, digital wallet, and online cash solutions. With over 20 years of online payment experience, an annualized transactional volume of over US $92 billion in 2020, and approximately 3,400 employees located in 12+ global locations, Paysafe connects businesses and consumers across 70 payment types in over 40 currencies around the world. Delivered through an integrated platform, Paysafe solutions are geared toward mobile-initiated transactions, real-time analytics and the convergence between brick-and-mortar and online payments. Further information is available at www.paysafe.com.
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Foley Trasimene’s and Paysafe’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Foley Trasimene’s and Paysafe’s expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination, the satisfaction or waiver of the closing conditions to the proposed Business Combination, and the timing of the completion of the proposed Business Combination.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Most of these factors are outside Foley Trasimene’s and Paysafe’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive merger agreement (the “Agreement”); (2) the outcome of any legal proceedings that may be instituted against Foley Trasimene, Paysafe Limited and/or Paysafe following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination, including due to failure to obtain certain regulatory approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on Paysafe’s business and/or the ability of the parties to complete the proposed Business Combination; (6) the inability to obtain or maintain the listing of Paysafe Limited’s common shares on the New York Stock Exchange following the proposed Business Combination; (7) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (8) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of Paysafe to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed Business Combination; (10) changes in applicable laws or
regulations; and (11) the possibility that Paysafe, Foley Trasimene or Paysafe Limited may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Foley Trasimene’ s most recent filings with the SEC and in the Form F-4 (as defined herein), including the definitive proxy statement/prospectus filed in connection with the proposed Business Combination. All subsequent written and oral forward-looking statements concerning Foley Trasimene, Paysafe or Paysafe Limited, the transactions described herein or other matters and attributable to Foley Trasimene, Paysafe, Paysafe Limited or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each of Foley Trasimene, Paysafe and Paysafe Limited expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Foley Trasimene, Paysafe Limited or Paysafe, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Contact
Shannon Devine, Senior Vice President, Solebury Trout, 203-428-3228, sdevine@soleburytrout.com
Source: Foley Trasimene Acquisition Corp. II